UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 228, 2019 (May 27, 2019)

LOGO

~~Date of~~TOTAL ~~Report~~SYSTEM ~~(Date~~SERVICES, ofINC. ~~Earliest Event Reported)~~

~~Total~~(Exact ~~System~~Name ~~Services,~~of ~~Inc.~~Registrant as Specified in Charter)

(Exact Name of Registrant as Specified in its Charter)

Georgia

1-10254

58-1493818

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Georgia		1-10254		58-1493818
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One TSYS Way, Columbus, Georgia 31901

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices)~~Offices, (and Zip Code)

(706) 644-4388

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code)~~Code

(Former ~~name~~ Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐☒ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement ~~communications~~communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement ~~communications~~communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $.10 Par Value

TSS

New York Stock Exchange

~~Item~~Indicate ~~5.03~~by ~~Amendments~~check tomark ~~Articles~~whether the registrant is an emerging growth company as defined in Rule 405 of ~~Incorporation~~the Securities Act of 1933 (17 CFR §230.405) or ~~Bylaws;~~Rule ~~Change~~12b-2 inof ~~Fiscal~~the ~~Year~~Securities Exchange Act of 1934 (17 CFR §240.12b-2).

AtEmerging ~~the~~growth ~~Annual~~company ☐ Meeting of Shareholders held on May 2, 2019, the shareholders of Total System Services, Inc. (“TSYS”) approved an amendment to Article VIII, Section 2, of TSYS’ Articles of Incorporation which eliminates the supermajority voting threshold and provides for holders of a majority of the total number of votes entitled to vote thereon to be able to remove directors with or without cause. The Board of Directors has also adopted a corresponding change to Article III, Section 9, of TSYS’ bylaws.

~~The~~If ~~amendment~~an emerging togrowth ~~the~~company, ~~Articles~~indicate ofby ~~Incorporation~~check ~~was~~mark ~~effective~~if ~~upon~~ the ~~filing~~registrant ofhas ~~Articles~~elected ofnot ~~Amendment~~to ~~with~~use the ~~Secretary~~extended oftransition ~~State~~period offor ~~Georgia~~complying ~~on May 3,~~with ~~2019.~~any ~~The~~new ~~amendment~~or torevised ~~the~~financial ~~bylaws~~accounting ~~was~~standards ~~also~~provided ~~effective~~pursuant onto ~~May~~Section 3,13(a) ~~2019. The full text~~ of ~~TSYS’~~the ~~Articles of Incorporation, as amended, is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The full text of~~Exchange ~~TSYS’ bylaws, as amended, is attached hereto as Exhibit 3~~Act.2 ☐ ~~and is incorporated herein by reference.~~

~~Item~~ITEM 5.0703. ~~Submission~~Amendment to Articles of ~~Matters~~Incorporation toor aBylaws; ~~Vote~~Change ofin ~~Security~~Fiscal ~~Holders~~Year.

~~The~~On May 27, 2019, ~~Annual~~and ~~Meeting~~effective as of ~~Shareholders~~that date, the Board of ~~TSYS~~Directors ~~was~~of ~~held~~Total onSystem ~~May 2~~Services, ~~2019~~Inc. (“TSYS”) amended TSYS’ ~~shareholders~~bylaws ~~voted~~(as onamended from time to time, the ~~following~~“Bylaws”) ~~four~~to ~~proposals~~ add a new Article XII, which ~~are~~designates ~~detailed~~the inBusiness ~~TSYS’~~Case ~~definitive~~Division ~~proxy~~of ~~statement~~the onGeorgia ~~Schedule~~Superior ~~14A~~Court ~~which~~located ~~was~~in ~~filed~~Fulton ~~with~~County as the ~~Securities~~sole and ~~Exchange~~exclusive ~~Commission~~forum onfor ~~March 20,~~certain ~~2019~~legal actions, ~~and~~unless ~~cast~~TSYS ~~their~~consents ~~votes~~in aswriting ~~described~~to ~~below~~the selection of an alternative forum.

~~Proposal~~The preceding description of the amendment to the Bylaws is qualified in its entirety by reference to the Bylaws, as amended, attached hereto as Exhibit 3.1 and incorporated herein by reference.

~~TSYS’ shareholders~~ITEM ~~elected~~8.01. ~~nine~~Other ~~individuals to the Board of Directors as set forth below:~~ Events.

Name	For		Against		Abstain		BrokerNon-Vote
F. Thaddeus Arroyo		129,920,629		689,091		362,189		21,985,659
Kriss Cloninger III		124,606,383		6,003,942		361,584		21,985,659
Walter W. Driver, Jr.		125,030,589		5,579,899		361,421		21,985,659
Sidney E. Harris		125,421,909		5,149,173		400,827		21,985,659
Joia M. Johnson		127,592,254		2,967,647		412,008		21,985,659
Connie D. McDaniel		130,088,314		468,959		414,636		21,985,659
Richard A. Smith		129,874,098		732,787		365,024		21,985,659
John T. Turner		122,695,916		7,918,548		357,445		21,985,659
M. Troy Woods		123,514,708		6,912,719		544,482		21,985,659

On May 28, 2019, TSYS and Global Payments Inc. (“Global Payments”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of May 27, 2019 (the “Merger Agreement”), providing for the merger of TSYS and Global Payments. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with the announcement of the Merger Agreement, TSYS and Global Payments intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentation are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

~~Proposal~~ITEM 29.01. Financial Statements and Exhibits.

~~TSYS’~~(d) ~~shareholders~~Exhibits ~~ratified the appointment of KPMG LLP as the independent auditor of TSYS for the fiscal year ending December 31, 2019 as set forth below:~~

For	Against	Abstain	Broker Non-Vote
ExhibitNo.	Description of Exhibit
145,505,607	6,463,491	988,470	0
3.1	TSYS’ Bylaws, as amended May 27, 2019
99.1	Joint Press Release, dated May 28, 2019
99.2	Joint Investor Presentation, dated May 28, 2019

~~Proposal~~Forward-Looking 3Statements

Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which TSYS and Global Payments operate and beliefs of and assumptions made by TSYS management and Global Payments management, involve uncertainties that could significantly affect the financial condition, results of operations, business plans and the future performance of TSYS, Global Payments or the combined company. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “estimates,” “forecasts,” “projects,” “plans,” “may,” “could,” “should,” “would,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Such forward-looking statements include, but are not limited to, statements about the strategic rationale and financial benefits of the transaction, including expected future financial and operating results and the combined company’s ~~shareholders~~plans, ~~approved~~objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to projections of revenue, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; statements of plans and objectives of TSYS or Global Payments or their management or Board of Directors, including those relating to products or services; and statements of future economic performance — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on anreasonable ~~advisory~~assumptions, ~~basis~~we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. In addition to factors previously disclosed in TSYS’ ~~executive~~and ~~compensation~~Global asPayments’ ~~set~~reports ~~forth~~filed ~~below:~~with the SEC and those identified elsewhere in this communication, the following

For		Against		Abstain		Broker Non-Vote
124,447,266		5,844,109		680,534		21,985,659

factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of TSYS and Global Payments to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against TSYS, Global Payments or their respective directors; the ability to obtain regulatory approvals and meet other closing conditions to the merger on a timely basis or at all, including the risk that regulatory approvals required for the merger are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain approval by TSYS shareholders and Global Payments shareholders on the expected terms and schedule; difficulties and delays in integrating the TSYS and Global Payments businesses, including with respect to implementing systems to prevent a material security breach of any internal systems or to successfully manage credit and fraud risks in business units; failing to fully realize anticipated cost savings and other anticipated benefits of the merger when expected or at all; business disruptions from the proposed merger that will harm TSYS’ or Global Payments’ business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, including as it relates to TSYS’ or Global Payments’ ability to successfully renew existing client contracts on favorable terms or at all and obtain new clients; failing to comply with the applicable requirements of Visa, Mastercard or other payment networks or card schemes or changes in those requirements; the ability of TSYS or Global Payments to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the long-term value of the common stock of Global Payments following the merger, including the dilution caused by Global Payments’ issuance of additional shares of its common stock in connection with the transaction; the continued availability of capital and financing following the merger; the business, economic and political conditions in the markets in which TSYS and Global Payments operate; the impact of new or changes in current laws, regulations, credit card association rules or other industry standards, including privacy and cybersecurity laws and regulations; and events beyond TSYS’ or Global Payments’ control, such as acts of terrorism.

~~Proposal~~Any 4forward-looking statements speak only as of the date of this communication or as of the date they were made, and neither TSYS nor Global Payments undertakes any obligation to update forward-looking statements. For a more detailed discussion of these factors, also see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in TSYS’ and Global Payments’ most recent annual reports on Form 10-K for the year ended December 31, 2018, quarterly reports on Form 10-Q for the period ended March 31, 2019, and any material updates to these factors contained in any of TSYS’ and Global Payments’ future filings.

~~TSYS’~~As ~~shareholders~~for ~~approved~~the anforward-looking ~~amendment~~statements that relate to ~~TSYS’~~future ~~Articles~~financial ofresults and ~~Incorporation~~other toprojections, ~~eliminate~~actual results will be different due to the ~~supermajority~~inherent ~~voting~~uncertainties ~~requirement~~of asestimates, ~~set~~forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should ~~forth~~not ~~below:~~place any reliance on these forward-looking statements. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

For		Against		Abstain		Broker Non-Vote
129,992,812		382,249		596,848		21,985,659

Additional Information and Where to Find It

~~Item~~In 9connection with the proposed merger, Global Payments will file with the SEC a registration statement on Form S-4 to register the shares of Global Payments’ common stock to be issued in connection with the merger.01 ~~Financial~~The ~~Statements~~registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of TSYS and ~~Exhibits~~Global Payments seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT TSYS, GLOBAL PAYMENTS AND THE PROPOSED MERGER.

~~(d)~~Investors ~~Exhibits~~and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from TSYS at its website, www.tsys.com, or from Global Payments at its website, www.globalpaymentsinc.com. Documents filed with the SEC by TSYS will be available free of charge by accessing TSYS’ website at www.tsys.com under the heading Investor Relations, or, alternatively, by directing a request by telephone or mail to TSYS at One TSYS Way, Columbus, Georgia 31901, and documents filed with the SEC by Global Payments will be available free of charge by accessing Global Payments’ website at www.globalpaymentsinc.com under the heading Investor Relations or, alternatively, by directing a request by telephone or mail to Global Payments at 3550 Lenox Road, Suite 3000 Atlanta, Georgia 30326, Attention: Investor Relations.

Exhibit No.		Description
3.1		Articles of Incorporation, as amended
3.2		Bylaws, as amended

Participants In The Solicitation

3TSYS and Global Payments and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Global Payments and TSYS in respect of the proposed merger under the rules of the SEC. Information about Global Payments’ directors and executive officers is available in Global Payments’ proxy statement dated March 13, 2019 for its 2019 Annual Meeting of Shareholders. Information about TSYS’ directors and executive officers is available in TSYS’ proxy statement dated March 20, 2019 for its 2019 Annual Meeting of Shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Global Payments or TSYS using the sources indicated above.

~~Signature~~No Offer Or Solicitation

~~Pursuant~~This communication shall not constitute an offer to sell or the ~~requirements~~solicitation of ~~the~~an ~~Securities~~offer ~~Exchange~~to ~~Act~~buy ofany ~~1934~~securities, asnor ~~amended~~shall there be any sale of securities, ~~registrant~~in ~~has~~any ~~caused~~jurisdiction ~~this~~in ~~report~~which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be ~~signed~~made onexcept ~~its~~by ~~behalf~~means of a byprospectus meeting the ~~undersigned~~requirements ~~hereunto~~of ~~duly~~Section 10 ~~authorized~~of the Securities Act.

				TOTAL SYSTEM SERVICES, INC.
Dated: May 3, 2019				By:		/s/ Kathleen Moates

SIGNATURES

~~Kathleen~~Pursuant ~~Moates~~to ~~Senior~~the ~~Deputy~~requirements ~~General~~of ~~Counsel~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

4TOTAL SYSTEM SERVICES, INC. By: /s/ Kathleen Moates Name: Kathleen Moates Title: Senior Deputy General Counsel

Date: May 28, 2019

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